**Exhibit10.1**

** **

**IPSCOENTERPRISES INC.U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

**(AsAmended and Restated Effective as of January 1, 2005)**

 

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This SupplementalExecutive Retirement Plan is executed by IPSCO Inc. on behalf of IPSCOEnterprises Inc., a Delaware corporation having its principal place of businessin Illinois.

Section 1.               Definitions.

Whenever used herein,unless the context clearly indicates otherwise, the following words and phrasesshall have the meanings herein specified, and the following definitions shallbe equally applicable to both the singular and plural forms of any of the termsherein defined.  The masculine pronounwhenever used herein shall include the plural, and the plural the singular,unless the context clearly indicates a different meaning.

1.01                           “AccrualPeriod” means the number of years (including fractions for completed months)from the date of commencement of the Participant’s Continuous Service to age62.

1.02                           “ActuarialEquivalent” means a benefit of equivalent value based on the 1994 Group AnnuityMortality Table for males and the Moody’s Aa long-term corporate bond yield asof the December 31 preceding the year in which payment is made, rounded up tothe nearest 0.25%.

1.03                           “Beneficiary”means the spouse of the Participant, unless a different Beneficiary has beendesignated by the Participant.

1.04                           “Boardof Directors” or “Board” means the Board of Directors, however constituted, ofthe Company.

1.05                           “CanadianPension Benefit” means the Actuarial Equivalent of the benefit the Participanthas accrued under one or more Canadian pension arrangements, including but notlimited to (i) the Pension Plan for Executives of IPSCO Inc., (ii) the PensionPlan for U.S. Expatriates of IPSCO Inc., (iii) the IPSCO Inc. CanadianSupplemental Retirement Benefit Plan, and (iv) any individual Canadian pensionarrangement maintained for the Participant.

1.06                           “Code”means the Internal Revenue Code of 1986, as amended.

1.07                           “Company”means IPSCO Inc. and any subsidiary, affiliated and associated company orcompanies as may be designated by the Board from time to time, except thatreference in the Plan to any action to be taken, consent, approval, or opinionto be given or decision to be made shall refer to IPSCO Inc. acting through itsBoard of Directors or any person or persons authorized by the Board ofDirectors for the purposes of the Plan.

1.08                           “ContinuousService” means the period of uninterrupted active service rendered on aregular, permanent, full-time basis by the Participant to the Company from hisdate of employment to the date of his termination of service, death, orretirement, whichever occurs first.

Continuous Service shall not be broken by:

1.)                                   Anyleave of absence of the Participant from his duties for which he receivesregular remuneration from the Company or periods of sabbatical 

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leaves and educationalleaves of absence with the consent of the Company.

2.)                                   Anysick or accident leave of the Participant from his duties authorized by theCompany.

1.09                           “Earnings”means the “Compensation” for the calendar year (prorated for partial years) asdefined under the IPSCO Enterprises Inc. Retirement Savings and Profit SharingPlan but without adjustment for the maximum Compensation limit under Section401(a)(17) of the Code, plus any amounts deferred in that year by theParticipant under a deferred compensation arrangement maintained by theCompany.  Any non-US compensation shallbe treated as US-source compensation for purposes of the Plan. In no event,however, shall Earnings include any compensation attributable to an annualincentive award that was paid to the Participant prior to January 1, 2005.

1.10                           “EffectiveDate” means January 1, 2005, the date the provisions of the Plan take effect.

1.11                           “ERISA”means the Employee Retirement Income Security Act of 1974, as amended.

1.12                           “401(k)Shadow Account” means the accumulated value of the account established on theCompany’s books equal to the sum of (1) plus (2) where:

1.)                                   isthe value of the Participant’s 401(k) Shadow Account as of December 31, 2004;and

2.)                                   is5% of the Participant’s Earnings in excess of the Code Section 401(a)(17)limit, as indexed, (determined without regard to the Earnings Limit defined inAppendix A1) for each complete and partial calendar year of Continuous Servicebeginning with the Effective Date and ending on the Termination Date.  In no event will the credited amount, whencombined with the employer match in the Savings Plan, exceed the annual limiton elective deferrals under Section 402(g) of the Code in effect for thetaxable year that ends within the “period of service” as defined in the SavingsPlan.

The 401(k) Shadow Account shall be credited with contributions as ofthe end of each calendar year or the Participant’s Termination Date, asapplicable.  Amounts credited to the401(k) Shadow Account shall be credited with interest equal to the same rateused under the IPSCO Deferred Compensation Plan.

1.13                           “FinalEarnings” means, unless otherwise specified in an appendix the average annualEarnings of the Participant during the three consecutive calendar years of hisContinuous Service in which his Earnings were highest, and shall mean theaverage annual Earnings during his actual period of Continuous Service if suchservice is less than three calendar years.

1.14                           “Participant”means an individual or group executive identified in the discretion of theCompany and referenced in an attached appendix.

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1.15                           “Plan”means the IPSCO Enterprises Inc. U.S. Supplemental Executive Retirement Plan asset forth herein and as amended from time to time.

1.16                           “SavingsPlan Benefit” means the annuity equivalent of the benefit the Participant hasaccrued under the IPSCO Enterprises Inc. Retirement Savings and Profit SharingPlan (the “Savings Plan”) on account of Company matching contributions for eachyear he is eligible to participate in the Savings Plan.  For this purpose, Company matchingcontributions shall include:

1.)                                   thefull amount of matching contributions that would have been made to the accountof the Participant under the Savings Plan, assuming that such Participant eachyear contributed the maximum amount of elective deferral contributionspermitted thereunder with respect to such year, and

2.)                                   theamount of earnings paid thereon, or which would have been paid thereon(assuming a fair and reasonable rate of interest selected by the Company) hadthe maximum amount of elective deferral contributions been made by such Participant.

The terms “elective deferral contributions” and “matching contributions”shall have the meanings given such terms under the Savings Plan.  For purposes of the Plan, “DiscretionaryContributions” (as defined in the Savings Plan) shall not be considered “matchingcontributions” under this Section 1.16.

1.17                           “TerminationDate” means the date the Participant’s Continuous Service with the Company endsfor any reason.

1.18                           “TransferredParticipant” means a Participant who has transferred to Canada to be employedby the Company in Canada and participate in the IPSCO Inc. CanadianSupplemental Retirement Benefit Plan, or any other Canadian pension arrangementprovided by the Company.

The Transferred Participant’s annual retirement benefit payable at normalretirement, pursuant to Section 6, shall be frozen as of the date of transferto Canada.  Such frozen benefits shall becalculated based on the Transferred Participant’s Continuous Service andEarnings with respect to service rendered in the United States only as of thedate of transfer.  However, if theTransferred Participant retires or terminates employment prior to his normalretirement date and, thus, a benefit becomes payable pursuant to Section 7 or8, respectively, for the purposes of determining the variables A and B therein,Continuous Service shall include service rendered in Canada.

Section 2.               Purpose and Intent.

The Company hasestablished the Plan for the purpose of providing pension supplements to seniorexecutives and certain group executives which, when combined with otheremployment related benefits, will provide for the aggregate level of retirementbenefits specified herein.  The Plan isintended to be “a plan which is unfunded and maintained by an employerprimarily for the purpose of providing deferred compensation for a select groupof management or highly 

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compensated employees”within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, andshall be interpreted and administered in a manner consistent therewith.

The Plan as amended andrestated herein is a continuation of the Plan in effect immediately prior tothe Effective Date.  Any benefit payableto a Participant whose Termination Date or death occurred prior to the EffectiveDate shall be governed by the terms as in effect at the time of the Participant’sTermination Date or death.  The Plan asamended and restated herein is intended to comply with Code Section 409A.

Section 3.               Participation. 

The Participants in thePlan are referenced in the attached appendices.

Section 4.               Administration.

The Plan shall beadministered by the Company.  The Companyshall have the authority to interpret the provisions of the Plan and decide allquestions and settle all disputes that may arise in connection with the Plan,all in the sole exercise of its reasonable discretion.  The Company may establish operative andadministrative rules and procedures in connection therewith, provided that suchprocedures and rules are consistent with the requirements of section 503 ofERISA.  All interpretations, decisions,and determinations reasonably made by the Company shall be final, conclusive,and binding on all persons concerned.

Section 5.               Retirement Dates.

(a)           Normal Retirement Date

The Participant’s normal retirement date shall be the first day of themonth coincident with or next following his attainment of age 62, unlessotherwise specified in an appendix.

(b)           Early Retirement Date

The Participant may elect to retire on an early retirement date, whichshall be the first day of any month following his attainment of age 55.

(c)           Deferred Retirement Date

The Participant may postpone his retirement to a deferred retirementdate, which shall be the first day of any month subsequent to his normalretirement date and prior to his 71st birthday. If the Participant elects to postpone his retirement, he shall continueto earn benefits in accordance with the terms and provisions of the Plan whilehe remains in the active employment of the Company.

Section 6.               Benefits at Normal or DeferredRetirement Date.

(a)           Amount of Benefit

The annual retirement benefit payable in equal monthly installmentscommencing at the Participant’s normal or deferred retirement date shall

equal:

(i)                                     2%of his Final Earnings *multiplied* byhis years of Continuous Service (including fractions for completed months)

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*reduced,* but not below zero by:

(ii)                                      theParticipant’s Savings Plan Benefit; and

(iii)                                   theannuity equivalent of the value of his 401(k) Shadow Account; and

(iv)                                  theParticipant’s Canadian Pension Benefit; and

(v)                                     anyother applicable offsets as specified in an appendix.

(b)           Normal Form of Benefit

Unless otherwise specified in an appendix, the annualretirement benefit described in Section 6(a) shall be paid monthly as a lifeannuity with one hundred and eighty (180) payments guaranteed ( the “NormalAnnuity Benefit”) commencing on the last day of the month in which theParticipant retires and continuing throughout the Participant’s lifetime withthe guarantee that not less than one hundred and eighty (180) monthly paymentsshall be made to the Participant and his Beneficiary or at the election of theParticipant an annuity benefit that is Actuarially Equivalent to the NormalAnnuity Benefit.

Notwithstanding the foregoing, the total amount credited to theParticipant’s 401(k) Shadow Account shall be paid as a lump sum in the calendaryear in which the Participant retires.

Section 7.               Benefits at Early RetirementDate.

(a)           Amount of Benefit

If the Participant retires on an early retirement date in accordancewith Section 5(b), unless otherwise specified in an appendix, he shall receivea retirement benefit payable in equal monthly installments commencing on hisearly retirement date equal to:

[A/B x (C x (1-D) — E)]-F

*where*
|        | A | = | the Participant’s Continuous Service at his   Termination Date                                                                                                  |
|--------|---|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | B | = | the Participant’s Accrual Period                                                                                                                                |
|   | C | = | the Participant’s annual retirement benefit  determined  pursuant to Section 6(a) but without regard to Sections   6(a)(ii), (iii), (iv) and (v)                |
|   | D | = | the Early Retirement Reduction Factor (as defined in  Section 7(b))                                                                                                  |
|   | E | = | the Participant’s Savings Plan Benefit and the  annuity   equivalent of the 401(k) Shadow Account and any other   applicable offsets as defined in the appendix |
|   | F | = | the Participant’s Canadian Pension Benefit                                                                                                                      |

 

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(b)           When Benefits are Payable

The annual retirementbenefit determined pursuant to Section 7(a) shall be payable at the Participant’searly retirement date.  If theParticipant’s annual normal retirement benefit is payable at an earlyretirement date in accordance with Section 5(b), the annual retirement benefitdetermined in Section 7(a) shall reflect a reduction of 0.3% for each completemonth the Participant’s early retirement date precedes age 60, unless otherwisespecified in an appendix.

Notwithstanding the foregoing, the total amount credited to theParticipant’s 401(k) Shadow Account shall be paid as a lump sum in the calendaryear in which the Participant retires.

Section 8.               Benefits on Termination ofService Before Early Retirement Date.

(a)                                  Amountof Benefit 

If a Participant’sTermination Date occurs before he is eligible to retire pursuant to Section5(b), the Participant shall be entitled to an annual retirement benefit,payable in equal monthly installments, at his Normal Retirement Date, unlessotherwise specified in an appendix, equal to:

[A/B x (C-E)]-F

*where*
|        | A | = | the Participant’s Continuous Service at his   Termination Date                                                                                                   |
|--------|---|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | B | = | the Participant’s Accrual Period                                                                                                                                 |
|   | C | = | the benefit determined under Section 6(a) but without    regard to Sections 6(a)(ii),(iii),(iv) and (v)                                                               |
|   | E | = | the Participant’s Savings Plan Benefit and the  annuity   equivalent of the 401(k) Shadow Account and any other   applicable offsets as specified in an appendix |
|   | F | = | the Participant’s Canadian Pension Benefit                                                                                                                       |

 

(b)                                 WhenBenefits are Payable

The annual retirementbenefit determined pursuant to Section 8 shall

be payable at the Participant’s Normal Retirement Date.  Notwithstanding the foregoing, if theParticipant’s annual normal retirement benefit is payable at an EarlyRetirement Date in accordance with Section 5(b), the annual retirement benefitdetermined in Section 8 shall be reduced in accordance with Section 7(b).

Notwithstanding the foregoing, the total amount credited to theParticipant’s 401(k) Shadow Account shall be paid as a lump sum in the calendaryear in which the Participant terminated employment.

 

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Section 9.               Change in Control Benefits. 

Notwithstanding anyprovision of the Plan to the contrary, in the event of an Involuntary Terminationof a Participant’s employment within twenty-four (24) months following a Changein Control, the following shall apply:

(a)                                  EarningsEarnings shall be determined without regard to the Earnings Limit (as definedin Appendix A1).

(b)                                 Amountand Form of BenefitThe annual retirement benefit payable in equal monthly installments shall bedetermined under Section 6(a) of the Plan and payable in such form as providedin Section 6(b) of the Plan.  Benefitpayments shall commence upon the Participant’s Involuntary Termination andshall not be reduced due to benefit payments commencing prior to theParticipant attaining any specified age and any benefits paid  to aParticipant prior to the Participant’s Early  Retirement Date as a resultof this paragraph will be paid to the Participant with a reduction based on thediscounted value of the receipt of the benefit prior to the Early RetirementDate.

(c)                                  FundingUpon a Participant’s Involuntary Termination, the Company shall fund throughthe IPSCO Enterprises Inc. Executive Compensation Trust (or a similar grantortrust arrangement) an actuarially determined amount sufficient to satisfy thebenefit obligations to the Participant under the Plan.

(d)                                 “Changein Control”            A “Change in Control” means the occurrence of any of the following events:

(i)                                     anychange, either through the issue, transfer, acquisition, conversion, exchangeor otherwise of shares, or through amalgamation, arrangement, merger orotherwise (the “Transaction”), as a result of which the Company ceases to existas a separate legal entity and the beneficial shareholders of the Companyimmediately before such change (not including any other party to theTransaction or any such beneficial shareholder who was also a shareholder insuch other party before the Transaction) hold less that 50% of the shares orother securities of the entity resulting from the change entitled to votegenerally in the election of the directors of the entity;

(ii)                                  anychange, either direct or indirect, in the beneficial ownership of common sharesas a result of which a Person or a group of Persons acting jointly or inconcert at arm’s length to the Company, either individually or together withits or their associates and affiliates, beneficially owns more than 20% of allof the common shares of the Company.  Forpurposes of this clause (ii), the terms “associate”, “affiliate” and “beneficialownership” shall have the same respective meanings as in the Securities Act(Ontario) as may be amended from time to time;

(iii)                               Theconsummation of any transaction, whether by way of reorganization,consolidation, arrangement, liquidation, transfer, exchange, sale or otherwise,whereby a Person or a group of Persons acting jointly or in 

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concert at arm’s length to the Company, eitherindividually or together with its or their affiliates, acquires legal orbeneficial ownership of all or substantially all of the assets of the Company,other than in a transaction that would result in:

(A)                              theholders of common shares of the Company immediately prior to the completion ofsuch transaction (not including any such Person or any owner of such Person)continuing to own more than 50% of the voting shares of the surviving entityoutstanding immediately following the completion of such transaction; and

(B)                                amajority of the members of the board of directors of the surviving entityhaving been members of the board of directors of the Company immediately priorto the completion of such transaction; or

(iv)                              thereplacement by way of election at any one time, or the appointment at any oneor a series of related times, of more than one-half of the members of theBoard, if the election or appointment of such replacement directors has notbeen approved by a majority of the members of the Board in office immediately beforesuch replacement.

If the Participant is employed by IPSCO Enterprises Inc., or asuccessor subsidiary of the Employee in the United States, “Company” forpurposes of this definition of “Change in Control” shall mean either IPSCO Inc.or such United States Subsidiary.  In noevent will a Change in Control be deemed to have occurred with respect to theParticipant, if an employee benefit plan maintained by the Company or theParticipant is part of a purchasing group that consummates the Change in Controltransaction.  The employee benefit planor the Participant will be deemed “part of a purchasing group” for purposes ofthe preceding sentence if the plan or the Participant is an equity participantin the purchasing company or group, but not including:  (i) passive ownership of less than twopercent (2%) of the stock of the purchasing company; or (ii) ownership ofequity participation in the purchasing company or group that is otherwise notsignificant, as determined prior to the Change in Control by a majority of thenonemployee continuing directors.

(e)                                  “InvoluntaryTermination”An “Involuntary Termination” means:

(i)                                     anytermination by the Company of the Participant’s employment following any Changein Control which is not due to:

(A)          thedeath of the Participant;

(B)                                theParticipant’s normal retirement pursuant to the normal retirement policies ofthe Employer;

 

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(C)                                acondition of total and continuing disability which renders the Participantincapable of performing his essential job duties and functions for a period ofsix (6) months; or

(D)          Cause.

(ii)                                  theresignation of the Participant from his employment with the Company within 60days of the occurrence of any of the following events:

(A)                              anyrequirement by the Company following any Change in Control that the Participant’sposition is based and principal office located outside a 25-mile radius fromthe Participant’s principal office immediately prior to the Change in Control;

(B)                                anymaterial reduction in the Participant’s position, reporting relationship,overall responsibilities or authority from that in effect immediately prior toany Change in Control, or immediately prior to any reduction thereto made incontemplation of the Change in Control;

(C)                                anymaterial reduction in Participant’s overall cash compensation (annual basesalary plus target bonus opportunity) paid to him by the Company as in effectimmediately prior to any Change in Control or as such overall remuneration mayhave been subsequently increased from time to time; or

(D)                               anytermination or material reduction in value of the Participant’s benefitprograms, including, but not limited to, any pension plan, stock option plan,investment plan, savings plan, incentive compensation plan or life insurance,medical plans or disability plans provided by the Company to the Participantand in which the Participant is participating under which the Participant iscovered, all as in effect immediately prior to any Change in Control or as suchbenefit programs may have been subsequently increased from time to time, whichhas not been replaced by benefit programs of any other person which theParticipant with equivalent benefits and value under equivalent terms andconditions as were provided by the benefit programs in effect immediately priorto the Change in Control and which are not accepted by the Participant.

(f)                                    “Cause”means:

(i)                                     theWillful failure of the Participant to carry out the Participant’s reasonableand lawful duties, responsibilities or tasks after written notice to theParticipant from the Company of the Willful failure to do so and after givingthe Participant the opportunity to correct the same within a reasonable timefrom the date of receipt of such written notice from the Company, or

 

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(ii)                                  Willfulgross misconduct, gross negligence, the commission of a criminal act, theft,fraud or dishonestly by the Participant involving the property or affairs ofthe Company or the carrying out of the Participant’s duties, responsibilitiesand tasks; or

(iii)                               Willfulengagement in conduct that is demonstrably and materially injurious to theCompany, monetarily or otherwise.

(g)                                 “Person”shall include individuals, partnerships, associations, trusts, unincorporatedorganizations and corporations.

(h)                                 “Willful”means any act done or omitted to be done by the Participant intentionally andwithout reasonable belief that such act or omission was in the best interest ofthe Company.

(i)                                     Notwithstandingthe foregoing, a Participant who is involuntarily terminated without Causewithin 6 months of a Change in Control at the request or direction of a Personthat ultimately participates in the Change in Control shall be deemed to haveincurred an Involuntary Termination after a Change in Control, and the benefitsprovided under this Plan shall be adjusted accordingly.

Section 10.             Distributions to Key Employees.

Notwithstanding anyprovision of the Plan to the contrary, in the case of any Participant who is akey employee (as defined in Code Section 416(i) without regard to paragraph (5)thereof), distributions may not commence until the earlier of six (6) monthsafter the date of the Participant’s Termination Date or the Participant’sdeath.  Notwithstanding the foregoingsentence, the Participant’s annual retirement benefit shall continue to becalculated under the Plan (and reduced, as applicable, in accordance withSections 7(b) and 9) based upon the date the Participant terminatedemployment.  The first monthly paymentmade to the Participant will consist of a (i) a lump sum equal to theParticipant’s 401(k) Shadow Account (credited with interest to the date ofdistribution), (ii) that month’s regularly scheduled installment distribution,and (iii) any month’s regularly scheduled installment distribution that wouldhave been paid to the Participant previously but for this Section 10.

Section 11.             Death Benefits. 

(a)                                  DeathBefore Retirement.  If theParticipant dies before payment of his annualretirement benefit has commenced, his Beneficiary shall receive the actuarialpresent value of the participant’s accrued benefit net of the offsets definedherein.  In addition, any unpaid balanceof the Participant’s 401(k) Shadow Account, plus interest to the date ofpayment shall be paid to the Participant’s beneficiary, designated under theIPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan.  Other benefits may be payable as defined inan appendix.

(b)                                 DeathAfter Retirement.  If the Participantdies after payment of his annualretirement benefit has commenced, his Beneficiary shall receive the survivorbenefit inherent in the form of payment provided to the Participant. Other benefits may be payable as defined in an appendix.

 

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Section 12.             Forms of Payment.

Unless otherwisespecified in an appendix, the annual retirement benefit payable under the Planshall be paid in the form of a life annuity with one hundred and eighty (180)payments guaranteed as described in Section 6(b).  Notwithstanding the foregoing, theParticipant may, prior to December 31, 2006 (or such later date permitted underCode Section 409A) or, if later, within thirty (30) days of first becoming aParticipant in the Plan, request payment of his annual retirement benefit in analternative form of payment, such as a lump sum, that is the ActuarialEquivalent in value to the normal form of benefit.  Moreover, notwithstanding the foregoing, thetotal amount credited to the Participant’s 401(k) Shadow Account shall be paidas a lump sum.

Section 13.             Currency Conversion.

The final determinationof the amount of any benefit payable under the Plan shall be made in UnitedStates currency.  All conversions of theamount of the benefit payable from Canadian currency to United States currencyshall be based on the most recent CANSIM series B3400, or its successor,rounded to the nearest 0.1 cent.

Notwithstanding theforegoing, in the event that a higher benefit payable shall result from usingthe average conversion rate in the twelve (12) month period preceding thedetermination date, then such conversion rate yielding such higher benefitpayable shall be used.  The conversion atpayment shall be based on the most recent CANSIM rate.

Section 14.             Nature of Claim for Payments.

Except as otherwiseprovided in the Plan, the Company shall not be required to set aside orsegregate any assets of any kind to meet its obligations hereunder.  The Participant shall have no right onaccount of the Plan in, or any specific assets of, the Company.  Any right to any payment the Participant mayhave on account of the Plan shall be that of a general, unsecured creditor ofthe Company.

The obligation of theCompany to pay benefits under the Plan shall be binding upon its successors, assigns,whether by merger, consolidation, or acquisition of all or substantially all ofits business assets.

Notwithstanding theforegoing, the Company may fund a portion of the benefit payable under the Planthrough the IPSCO Enterprises Inc. Executive Compensation Trust.  Assets in such trust shall at all timesremain subject to the claims of the Company’s creditors.

Section 15.             No Assignment or Alienation.

The interest hereunder ofthe Participant or Beneficiary shall not be alienable by the Participant orBeneficiary by assignment or any other method and shall not be subject to, orbe taken by, his creditors by any process whatsoever, and any attempt to causesuch interest to be so subjected shall not be recognized, except to such extentrequired by law.

Section 16.             No Contract of Employment.

The Plan shall not bedeemed to constitute a contract of employment between the Company and theParticipant, or to be consideration for the employment of the Participant.  Neither the action of the Company in establishingthe Plan nor any action taken by the Company under the provisions hereof, norany provision of the Plan, shall be construed as giving to the Participant theright to be retained in its employ or any right to any payment whatsoeverexcept to the extent of the benefits

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provided for by thePlan.  The Company expressly reserves itsright at any time to dismiss the Participant without liability for any claimagainst the Company for any payment whatsoever, except to the extent providedfor in the Plan. Notwithstanding the immediately preceding sentence, theCompany shall not pay out to the Participant any benefits provided under thisPlan in the event that the Participant is terminated for Cause as such term isdefined in Section 9 hereunder.

Section 17.             Amendment.

The Plan may be altered,amended, or revoked in writing by the Company at any time, but such action maynot reduce the Company’s obligation with respect to the Participant below theamount to which he would be entitled under the Plan as in effect immediatelyprior to such alteration, amendment, or revocation.  Except as may be permitted under Code Section409A, no alteration, amendment or revocation of the Plan shall directly orindirectly accelerate a distribution to any Participant and the Company’sobligation to the Participant shall continue until the obligation lapses inaccordance with the terms of the Plan immediately prior to such alteration,amendment or revocation.

Section 18.              Claims Procedure.

In theevent a Participant’s claim for benefits under the Plan is denied in whole orin part by the Company, the Company will notify the Participant (orBeneficiary) of the denial.  Suchnotification will be made in writing, within 90 days of the date the claim isreceived by the Company.  The notificationwill include: (i) the specific reasons for the denial; (ii) specific referenceto the Plan provisions upon which the denial is based; (iii) a description ofany additional information necessary for the claimant to perfect the claim andan explanation of why such material or information is necessary; and (iv) anexplanation of the applicable review procedures.

The Participant has 90days from the date he or she receives notice of a claim denial to file awritten request for review of the denial with the Company.  The Company will review the claim denial andinform the Participant (or Beneficiary) in writing of its decision within 60days of the date the claim review request is received by the Company, unless specialcircumstances require an extension of time, in which case, a decision shall berendered not later than 120 days after the receipt of a request for review.Such decision shall be final and binding on the claimant.

 

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Section 19.             Governing Law.

The Plan shall begoverned and construed in accordance with the laws of the State of Illinoisexcept to the extent preempted by federal law.

IN WITNESS WHEREOF, theCompany, by its duly authorized officer, has caused the Plan to be executedthis _________ day of _____________________, 2006.
|                  |                                                             |
|------------------|------------------------------------------------------------------|
| (CORPORATE SEAL) | IPSCO INC. (acting for and on behalf  of IPSCO ENTERPRISES INC.) |
|             |                                                             |
| Attest:          |                                                             |
|             |                                                             |
|             | By:                                                              |   |
|             |                                                             |   |
| Its:             |                                                             |   | Its: |   |
|                  |                                                                  |  |  |  |

 

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**Appendix A1**

**For GroupExecutives**

The terms of the Plan asapplicable to participants of The Pension Plan for Executives of IPSCO Inc. (“GroupExecutives”) are as set forth herein.

1.               **401(k) Shadow Account** — GroupExecutives are not eligible for a 401(k) Shadow Account.

2.               **Final Earnings**— For Group Executives,the final earnings means the average annual Earnings of the Participant duringthe five consecutive calendar years of Continuous Service in which Earningswere highest, and shall mean the average annual Earnings during the actualperiod of Continuous Service if such service is less than five calendaryears.  For all purposes of this AppendixA1, and without regard to any provision of the Plan to the contrary, a Participant’sEarnings shall not include any portion of compensation attributable to a bonus,and Earnings are limited to $160,000 (US) per year (pro-rated for partialyears) (the “Earnings Limit”) for a Participant whose Termination Date occursprior to age 60; provided, however, that for a Participant whose TerminationDate occurs on or after age 60, Earnings shall not be limited by the EarningsLimit.

3.               **Participant**— Participants of ThePension Plan for Executives of IPSCO Inc. are eligible to participate in thisplan by virtue of performing service in the United States.  For the purpose of this section, Participantexcludes senior executives as defined under The Pension Plan for Executives ofIPSCO Inc.

4.               **Normal Retirement Date**—The Participant’snormal retirement date shall be the first day of the month coincident with ornext following his attainment of age 65.

5.               **Continuous Service**— For purposes ofSection 6(a)(i), each complete month of Continuous Service performed in theU.S. is adjusted by multiplying by the following factor:

For service to December 31, 1990:

$3,333 CAD + 0.5 (monthly salary - $3,333 CAD)

Monthly salary

For service after January 1, 1991:

$5,000 CAD + 0.5 (monthly salary - $5,000 CAD)

Monthly salary

6.               **Normal Form of Benefit**— For purposes ofSections 6(b) and 10, the annual retirement benefit described in Section 6(a)shall be paid monthly as a life annuity, with 60% of the monthly annuitycontinuing to the spouse after the participant’s death if the Participant has aspouse at the time payments commence.

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7.               **Benefits at Early Retirement Date**— Forpurposes of Section 7(b), the annual normal retirement benefit payable at anearly retirement date shall reflect a reduction of 0.3% for each complete monththe Participant’s early retirement date precedes age 65.  The reduction will not apply if theparticipant has 30 years of service or is age 62 with at least 10 years ofservice.

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**Appendix A2**

**For U.S.Expatriates**

The terms of the Plan asapplicable to participants of The Pension Plan for U.S. Expatriates of IPSCOInc. (“U.S. Expatriates”) are as set forth herein.

1.               **401(k) Shadow Account** —U.S. Expatriatesare not eligible for a 401(k) Shadow Account.

2.               **Final Earnings**— For U.S. Expatriates,the final earnings means the average annual Earnings of the Participant duringthe five consecutive calendar years of Continuous Service in which Earningswere highest, and shall mean the average annual Earnings during the actualperiod of Continuous Service if such service is less than five calendaryears.  For all purposes of this AppendixA2, and without regard to any provision of the Plan to the contrary, aParticipant’s Earnings shall not include any portion of compensationattributable to a bonus, and Earnings are limited by the Earnings Limit (asdefined in Appendix A1) for a Participant whose Termination Date occurs priorto age 60; provided, however, that for a Participant whose Termination Dateoccurs on or after age 60, Earnings shall not be limited by the Earnings Limit.

3.               **Participant**— For purposes of thissection, U.S. Expatriate means a citizen of the United States of America who,for the purposes of the pension arrangements at the Company, has beendesignated as an executive, and thus would have qualified for membership in ThePension Plan for Executives of IPSCO Inc.

4.               **Normal Retirement Date**—The Participant’snormal retirement date shall be the first day of the month coincident with ornext following his attainment of age 65.

5.               **Continuous Service**— For purposes ofSection 6(a)(i), each complete month of Continuous Service after December 31,1992 is adjusted by multiplying by the following factor:

$5,000 + 0.5 (monthly salary - $5,000)

Monthly salary

6.               **Normal Form of Benefit**— For purposes ofSections 6(b) and 10, the annual retirement benefit described in Section 6(a)shall be paid monthly as a life annuity, with 60% of the monthly annuitycontinuing to the spouse after the participant’s death if the Participant has aspouse at the time payments commence.

7.               **Benefits at Early Retirement Date**— Forpurposes of Section 7(b), the annual normal retirement benefit payable at anearly retirement date shall reflect a reduction of 0.3% for each complete monththe Participant’s early retirement date precedes age 65.  The reduction will not apply if theparticipant has 30 years of service or is age 62 with at least 10 years ofservice.

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**AppendixB**

**For Vicki Avril**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for VickiAvril is May 12, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to Vicki Avril, SSN                      .

3.               **Continuous Service**— With respect toSection 1.08 of the Plan, Continuous Service for Vicki Avril begins on May 12,2004.

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# **AppendixC**

# **For DavidBritten**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for DavidBritten is January 1, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to David Britten, SSN                .

3.               **Continuous Service** — With respect toSection 1.08 of the Plan, Continuous Service for David Britten begins on July1, 1985.

 

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# **AppendixD**

# **For GregMaindonald**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for GregMaindonald is January 1, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to Greg Maindonald, SSN __________.

3.               **Continuous Service** — With respect toSection 1.08 of the Plan, Continuous Service for Greg Maindonald begins on January1, 1976.

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# **AppendixE**

# **ForRaymond Rarey**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account forRaymond Rarey is January 1, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to Raymond Rarey, SSN __________.

3.               **Continuous Service** — With respect toSection 1.08 of the Plan, Continuous Service for Raymond Rarey begins onJanuary 1, 2000.

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# **AppendixF**

# **For LesLederer**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for LesLederer is March 1, 2005.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to Les Lederer, SSN __________.

3.               **Continuous Service**— With respect toSection 1.08 of the Plan, Continuous Service for Les Lederer begins on March 1,2005.

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# **AppendixG**

# **ForJoseph Russo**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account forJoseph Russo is January 1, 1997.  Inaddition, the Company shall credit, as of January 1, 1997, an amount of$19,443.11 (USD) to the 401(k) Shadow Account. This amount adjusts the accumulated value of the 401(k) Shadow Accountas of January 1, 1997 to the value it would have attained had the provisionsfor this account been in effect for all prior years in which DeferralAgreements between Joseph Russo and the Company were in effect.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to Joseph Russo, SSN __________.

3.               **Continuous Service**— With respect toSection 1.08 of the Plan, Continuous Service for Joseph Russo begins on March1, 1983.

4.               **Additional Offsets** — For purposes ofSection 6(a)(v) and item E under Sections 7(a) and 8(a), the Participant’s RRSPBenefit is treated as an additional offset. RRSP Benefit means the actuarial equivalent annuity that can be providedby the “locked-in” registered retirement savings plan established to receive atransfer of assets the Participant had accrued under the Basic Plan as ofDecember 31, 1992.  For this purpose, the“locked-in” registered retirement savings plan shall be deemed to earn eachyear the lesser of 8% or the rate earned for the year by IPSCO Inc.’sCanadian Pension Plan Master Trust..

5.               **Non duplication of Benefits** — Thebenefits provided under this Appendix G shall be inclusive of the assets heldfor the benefit of Mr. Russo in the IPSCO Inc. Employee Compensation Trust -Account # __________

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# **AppendixH**

# **For DavidSutherland**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for DavidSutherland is January 1, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to David Sutherland, SSN __________.

3.               **Continuous Service**— With respect toSection 1.08 of the Plan, Continuous Service for David Sutherland begins onOctober 17, 1977.

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# **AppendixI**

# **For JohnTulloch**

The terms of the Plan asapplicable to the named Participant are as set forth herein.

1.               **401(k) Shadow Account** — For purposes ofSection 1.12 of the Plan, the start date of the 401(k) Shadow Account for JohnTulloch is January 1, 2004.

2.               **Participant**— With respect to Section1.14 of the Plan, the term Participant refers to John Tulloch, SSN __________.

3.               **Continuous Service**— With respect toSection 1.08 of the Plan, Continuous Service for John Tulloch begins on July 1,1977

 

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